SigmaRoc plc (SRC) Earnings Call Transcript & Summary

We've announced the acquisition of CRH's assets across Northern Europe. It's a EUR 1 billion transaction, split across EUR 825 million upfront and EUR 175 million deferred consideration. What it will do is it will bring our business to a completely different level by the integration of 3 sets of assets. Part one will include assets in Germany, the Czech Republic and Ireland. The second step, assets in the U.K., they are a carve-out. And then a further step, the assets in Poland, a further carve-out. It's a meaningful step for the SigmaRoc Group. It catapults us from the group we have today, a fantastic business, to a leader in its sector in industrial minerals business; exposed to a multitude of different industries, be they industrial, paper, environmental or construction. It's a transaction that we have carefully studied for years, carefully looked at, could we one day consider this? And it became available. And as a result of that, we studied it in detail and found a way, we believe, to make it work, operationally and financially. There are 2 fundamental reasons why we took a very, very careful look at this unique opportunity for the SigmaRoc Group. And they split down into industrial logic, operational logic, on the one hand, and then financial logic on the other. Take the operational piece first. As a group, we are a nice business, SigmaRoc, we've built over 6 years, an industrial base across Europe, in North Europe, Benelux and the U.K. And we can expand that business with further bolt-ons, with further operational improvements, which is a nice target. It's a nice business. Or we can combine our assets together with a unique set of further assets and leapfrog into a place of #1 or #2 leader status across Northern Europe in industrial lime and limestone. And that from an industrial logic is something that requires a lot of study and a lot of careful consideration because these sorts of things don't happen, don't happen often. Sometimes once in a generation, sometimes only once in a century. What we'll end up with is a series of assets, a network of assets across a very compact footprint across the Baltic Sea, the North Sea where we have complementarity in markets, complementarity in products, a good integration with OEMs, our big industrial customers. We're no longer a construction materials group, which has its cycles, which has its ups and downs. We're an industrial minerals group with very attractive margins, with fantastic stability in terms of earnings, predictability in terms of customer base and the position which will help the European economies towards a more sustainable and more fossil-free future. All of these logics make a very, very strong industrial case. So that's point one. So then we need to look at point two, which is can we make this work financially? And there we looked at the transaction structure, fundamentally, what's the multiple we pay? What's the performance of the business today? What is the performance of the business over the past history? And what can we see going forward? And can we then structure all of these elements that we have a transaction, which is double-digit earnings enhancing from the start, which gets us from our ROIC, return on invested capital of around 12% today, up to 15% and then beyond, beyond if we deliver all the synergies. And is the result at the end of the entire integration process a business which is materially more interesting for any financial or operational investor to this business than what we could possibly make out of the current positions and the forward look we have on assets today? So if we then consider the industrial logic on the one hand and the financial logic on the other and see that both questions come back with an answer, which is positive and which we can stand behind, then the answer to do this transaction is obviously yes. You might be puzzled why we are getting so excited about lime and industrial limestone. If you look around you, wherever you are, if that's in an office or at home or even outside or in the countryside, everything you see around you that has some sort of human impact to it needs industrial lime and limestone to be produced. So that's the concrete floors you may be standing on; the paints and mortars in the walls or the ceramic and the glass, the steel, the paper; the cleaning up of waterways; the liming of agricultural land; the production of food, sugar; the cleaning up of flue gas out of industrial activity. All of these critically depend on lime and industrial limestone. None of this would exist without it. And that's been the case for over 100-plus years, where people have looked for alternatives and haven't found any product that does this job better than lime and limestone. And from an operational perspective for us, it's also a very attractive place to be. It starts with the quarry. The same type of quarry that we've shown you on countless images over the years. Obviously, this time a slightly better quality quarry, a high-grade limestone quarry. And as you extract the stone and every time you add value to it, add cost to it to process it further, more and more industries and applications become available to use that stone in. You quarry, you crush, you sieve, you perhaps calcinate, you perhaps hydrate. A number of industries that become available expands and expands. That becomes a very diverse universe. So we can basically choose from every stone that we extract which way it should go. And as the economy evolves, one day construction may be booming, one day construction may not. One day steel may be booming, one day steel may not. We have that choice. We can redirect our flows and redirect our production to use the stone best for our business, for our profitability, for our predictability. And so all these factors together, the fact that it's an industrial mineral, which is critical to modern life, which has so many diverse industries it can be applied into which really need it makes this an industry we're very excited about. And then there's a further benefit. If we look forward and we look at an economy which doesn't depend so much on fossil fuels, which is more sustainable, how are we going to get there? We need to electrify. We need to use more batteries. We need to clean up our construction industry. We need to make sure that we emit less into the atmosphere. All of those activities, all of these steps need limestone, need quicklime. Our industry will be key to getting that transition done. And then obviously, you would ask, well, aren't you emitters yourselves? Aren't you emitters of CO2 in the process of making some of your products? And the answer to that is obviously yes. But there is another interesting secrets to quicklime. As soon as you apply the quicklime, most of the CO2 that was emitted from production gets reabsorbed automatically, in most cases, even instantaneously. Quicklime, if we manage to carbon-capture all our emissions, is a natural carbon sink. So add all that up together. If we want to have a modern life, if we want to become more sustainable, if we want to sustain the existence we currently have and build on it, to make it even better, quicklime and limestone are key. A further part which made this transaction so interesting to us is a possibility to really cooperate with one of the world's leading materials producers, the CRH group. We will be co-locating with them in 7 sites across 4 countries. In these sites, we will take volumes and material from them. And in some cases, we will sell them volumes too. It's a cooperation which we very much look forward to and which will help both our businesses do well. The stone that CRH will sell us help us to grow and expand and develop the groups that we will have just acquired. We, in return, will continue to supply some of our material to CRH as they use the materials that they no longer now themselves produce in their production processes. As a result, we will very much evolve in Europe. So if you wrap up all the various arguments put forward in the various points so far, this transaction here, which is entirely unique. It's building together 2 complementary footprints across Northern Europe to make out of that combination, a leader, #1 or #2 in every market we operate in. It's an industry which is fantastic to be part of. Its resilience, its predictability are phenomenal. The cash generation for our shareholders is very strong. It brings enormous amounts of potential. The synergies, of course, but also beyond that, the fact that we, as a society, need more and more limestone going forward. It's unique. It's available today. It requires deep thoughts whether we want to pass over something like this or not. It's financially doable in the sense that it's earnings-enhancing at the start and gets us to the ROIC numbers that we aspire to and hope to hit and even beyond. It really transforms Sigma from a very attractive business, of which I'm hugely proud as well as my co-founders. We've built from nothing in 6 years to something that is already quite consequential, but it takes that and transforms that into something that is world-class. It can be done today. It should be done today, we think. And therefore, we hope very much for your support.